加拿大皇家银行美股招股说明书(2025-09-18版)

STRUCTURED INVESTMENTS Opportunities in International EquitiesTrigger PLUS Based on the Performance of the TOPIX® Index due October 4, 2028 Trigger Performance Leveraged Upside SecuritiesSMPrincipal at Risk SecuritiesUnlike conventional debt securities, the Trigger Performance Leveraged Upside SecuritiesSM (the “Trigger PLUS”) do not pay interest anddo not guarantee any return of principal at maturity. At maturity, if the final underlier value isgreater thanthe initial underlier value,investors will receive the stated principal amount of their investment plus a return reflecting the leveraged upside performance of theunderlier. If the final underlier value isless than or equal tothe initial underlier value butgreater than or equal tothe trigger value,which is equal to 80% of the initial underlier value, at maturity investors will receive the stated principal amount. However, if the finalunderlier value isless thanthe trigger value, investors will lose 1% of the stated principal amount for every 1% that the final underliervalue is less than the initial underlier value. Under these circumstances, the payment at maturity will be less than 80% of the statedprincipal amount and could be zero. Investors may lose their entire investment in the Trigger PLUS. The Trigger PLUS are for investorswho seek an equity index-based return and who are willing to risk their principal and forgo current income in exchange for the leveragefeature and the limited protection against loss, which applies only if the final underlier value is greater than or equal to the trigger value.The Trigger PLUS are senior unsecured debt securities issued as part of Royal Bank of Canada’s Senior Global Medium-Term Notes,Series J program. All payments on the Trigger PLUS are subject to the credit risk of Royal Bank of Canada. (1)RBCCM, acting as agent for Royal Bank of Canada, will receive a fee of $30.00 per Trigger PLUS and will pay to Morgan StanleyWealth Management (“MSWM”) a fixed sales commission of $25.00 for each Trigger PLUS. See “Supplemental Plan of Distribution(Conflicts of Interest)” below.(2) Of the amount received by RBCCM, acting as agent for Royal Bank of Canada, RBCCM will pay MSWM a structuring fee of $5.00 foreach Trigger PLUS.* Subject to postponement. See “General Terms of the Notes—Postponement of a Determination Date” and “General Terms of the Notes —Postponement of a Payment Date” in the accompanying product supplement.The initial estimated value of the Trigger PLUS determined by us as of the pricing date, which we refer to as the initial estimated value, is $969.59 per Trigger PLUS and is less than the public offering price of the Trigger PLUS. The market value of the TriggerPLUS at any time will reflect many factors, cannot be predicted with accuracy and may be less than this amount. We describethe determination of the initial estimated value in more detail below.An investment in the Trigger PLUS involves certain risks. See “Risk Factors” beginning on page 6 of this document and “Risk Factors” in the accompanying prospectus, prospectus supplement and product supplement.You should read this document together with the documents listed below, each of which can be accessed via the hyperlinks below, before you decide to invest. Please also see “Additional Information about the Trigger PLUS” in this document.Prospectus dated DecemberProspectus Supplement datedUnderlying Supplement No. 1AProduct Supplement No. 1B 20, 2023December 20, 2023dated May 16, 2024dated July 22, 2025None of the Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory body hasapproved or disapproved of the Trigger PLUS or passed upon the adequacy or accuracy of this document. Any representation to thecontrary is a criminal offense. The Trigger PLUS will not constitute deposits insured by the Canada Deposit Insurance Corporation, theU.S. Federal Deposit Insurance Corporation or any other Canadian or U.S. governmental agency or instrumentality. The Trigger PLUS arenot bail-inable notes and are not subject to conversion into our common shares under subsection 39.2(2.3) of the Canada DepositInsurance Corporation Act. Trigger PLUS Based on the Performance of the TOPIX®Index due October 4, 2028Trigger Performance Leveraged Upside SecuritiesSMPrincipal at Risk Securities Investment Summary Trigger Performance Leveraged Upside SecuritiesSM Principal at Risk Securities The Trigger PLUS Based on the Performance of the TOPIX®Index due October 4, 2028 (the “Trigger PLUS”) can be used: §As an alternative to direct exposure to the underlier that enhances returns for any positive performance of the underlier§To enhance returns and outperform the underlier in a bullish scenario§To achieve similar levels of upside exposure to the underlier as a direct investment, while using fewer dollars by taking advantageof the leverage factor§To avoid a loss of principal in the event of a decline of the underlier from th